Davis Polk

Transportation

Davis Polk has been a leading adviser in the transportation sector for well over a century. Our clients include major automotive, airline, rail and shipping companies, as well as their financial advisers and suppliers. Our lawyers have gained extensive experience and deep, sector-specific insight in the context of M&A transactions, joint ventures, securities offerings, restructurings, leasing matters and other complex financings, executive compensation arrangements and a broad range of litigation matters.

For example, we advised several of the largest automotive companies on major acquisitions and capital raining transactions as they expanded over the past decades, and now we are heavily involved in the dramatic restructuring that is taking place within the industry, representing the companies themselves as well as various lenders. Similarly, our experience in the airline sector dates back to the securities offering that financed the first passenger jet in the 1950s, and runs through the various waves of growth, consolidation and restructuring experienced within that industry. In recent years, we have been counsel to several major commercial airlines in their Chapter 11 restructurings, including Delta in one of the largest-ever bankruptcies and Frontier Airlines.

We have advised on some of the industry’s most high-profile transactions. View our recent experience in:

Capital Markets

EQUITY

General Motors Co. ($23.1 billion). We advised the underwriters on the SEC-registered IPO of common stock and convertible junior preferred stock of General Motors Company. This is the largest IPO in history.

Delphi Automotive ($530 million). We advised Delphi Automotive PLC on its SEC-registered IPO of common shares. Delphi is a global vehicle components manufacturer and provides electrical and electronic, powertrain, safety and thermal technology solutions to the global automotive and commercial vehicle markets. This was an American Lawyer “Deal of the Year” in 2011.

Air Lease Corporation ($923 million). We advised the lead managers on the SEC-registered IPO of Class A common stock by Air Lease Corporation, a global aircraft leasing company. This transaction is the jet-leasing industry’s largest-ever U.S. IPO.

Wesco Aircraft Holdings ($315 million). We advised the joint book-running managers on the SEC-registered IPO of common stock of Wesco Aircraft Holdings, one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry.

DEBT

FedEx ($1.25 billion). We advised FedEx on a $1 billion SEC-registered notes offering and on a subsequent $250 million Rule 144A/Regulation S offering of pass through certificates to refinance EETC’s originally issued in connection with the purchase of five Airbus A300 aircraft and four McDonnell Douglas MD-11F aircraft leased to Federal Express and backed by leveraged aircraft leases.

Canadian National Railway ($500 million). We advised Canadian National Railway, a Montreal-based multinational transportation company engaged in the rail and related transportation business, on a $500 million SEC-registered notes offering.

M&A

Delta Air Lines. The firm is a primary outside counsel to Delta Air Lines, serving as lead counsel on its landmark bankruptcy case, successfully defending the company from a $10 billion hostile takeover attempt by US Airways, and advising it on several recent complex bank financings. We also advised Delta Air Lines on its strategic investment in China Eastern Airlines, a publicly listed provider of passenger, cargo, mail delivery, tour operations and other extended transportation services. Pursuant to the terms of the investment, Delta has conditionally agreed to subscribe for 465,910,000 H Shares of China Eastern for an aggregate subscription price of HK$3,488.9 million (equivalent to US$450 million).

FedEx. Davis Polk has advised FedEx on various acquisitions such as its purchase of Kinkos, as well as all of its major securities transactions, including a $1 billion notes offering in 2009.

Royal Caribbean Cruises. We have recently advised Royal Caribbean Cruises on nearly $3 billion in securities and credit transactions.

We have advised the debtor-in-possession lenders in the restructurings of Dephi, Federal Mogul and Citation.

Citibank. We advised Citibank on its $1 billion pre-purchase of AAdvantage frequent flyer miles from American Airlines, the principal subsidiary of Fort Worth, Texas-based AMR Corporation, as part of an amendment and extension of the existing Citi/AAdvantage credit card agreement between Citibank and American Airlines.

National Express Group. We advised National Express Group, a U.K. bus transportation company, on its $200 million acquisition of Petermann Partners, a Cincinnati, Ohio-based paratransit company, from Macquarie Global Opportunities Partners.

Frontier Airlines. We advised Frontier Airlines, a Denver, Colorado-based airline, on its $108,75 million acquisition by Republic Airways Holdings, an Indianapolis, Indiana-based airline holding company. Republic serviced as the equity sponsor of Frontier’s plan of reorganization and, after its emergence from bankruptcy, Frontier became a wholly owned subsidiary of Republic.